The Lizard has just gone on a rampage that ended with the destruction of a scientific research lab! But Curt Connors – the man behind the Lizard – is struggling through tough times and swears that the accident was not his fault. Hoping to go out and put the pieces together, Peter Parker secures Curt in a safe room within the city's sewers, and provides some sedatives to help him stay calm. But when Peter returns as Spider-Man, he finds Curt in the midst of transformation – a transformation that appears frighteningly deliberate. Connors/the Lizard attacks and knocks the lights out of the wall-crawler.

ACT 1: As Spider-Man slowly starts regaining his strength, he quickly realizes that Curt Connors was controlling the Lizard all along and that he lied about it. A battle follows in which Spider-Man is thrown around like a rag doll, and smashed into the sewers' concrete walls. While Spider-Man catches his breath, the Lizard runs away by breaking through the ceiling and ensuing asphalt concrete pavement.

ACT 2: Minutes later, the Lizard (Curt) comes crashing through a window of his sister's apartment, where Billy, his son, was staying while he was away on business in New York City. He knocks his brother-in-law out of the picture and grabs Billy, just as Spider-Man, who had been following not far behind, arrives on the scene. The Lizard starts scaling a nearby building; Billy ensnared in his tail. Spider-Man catches up to him and tries to reason with him but to no avail. The Lizard would rather kill his own flesh and blood than let Spider-Man pollute his mind against him. As Spider-Man confronts him, he lets go of Billy and throws him into a nearby pile of garbage, seemingly out of harm's way. Using amateur psychology, Spider-Man tries to talk some sense into the Lizard; just as Billy regains consciousness and asks the Lizard if he is his dad. Hearing those words makes the Lizard run away, just as the police arrive on the scene. Spider-Man hands Billy over to the cops and heads after the Lizard who has unfortunately disappeared into the night.

ACT 3: The next day at a Manhattan bank. Curt Connors enters the bank, pulls a gun out from underneath his jacket and asks the teller to give him money. A security guard, weapons in hands, tells Curt to drop the gun to which Curt acquiesce. He drops down on his knees and is arrested. Later that night at the 51st Precinct Jail, Peter comes over to visit him. Curt tells Peter that this was the best solution to his problem; that putting himself in jail is the only way that he can truly be free. He hands over a note to Peter to give to Billy. As Peter walks away he tells Curt that sooner or later people are going to find out about him. As the door slams behind Peter, Curt replies that he just hopes they don't get to find out the hard way.